-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U/qaRekWFOvH6vrJ3GZmlXKpqpbhUwAAcN+3g2sMAiBV28A8ninAAZrmhq+KbuFA xtJDf9rmHqR5zNM+Kx2dDg== 0000931763-02-001715.txt : 20020513 0000931763-02-001715.hdr.sgml : 20020513 ACCESSION NUMBER: 0000931763-02-001715 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020513 GROUP MEMBERS: SCIENTIFIC GAMES FINANCE CORP GROUP MEMBERS: SCIENTIFIC GAMES HOLDINGS CORP GROUP MEMBERS: SCIENTIFIC GAMES INTERNATIONA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MDI ENTERTAINMENT INC CENTRAL INDEX KEY: 0001045080 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 731515699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-56025 FILM NUMBER: 02644013 BUSINESS ADDRESS: STREET 1: 201 ANN ST STREET 2: SUITE 210 CITY: HARTFORD STATE: CT ZIP: 06103 BUSINESS PHONE: 8605275359 MAIL ADDRESS: STREET 1: 201 ANN ST CITY: HARTFORD STATE: CT ZIP: 06103 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCIENTIFIC GAMES CORP CENTRAL INDEX KEY: 0000750004 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 810422894 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 3027374300 MAIL ADDRESS: STREET 1: 750 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: AUTOTOTE CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: UNITED TOTE INC DATE OF NAME CHANGE: 19920317 SC 13D/A 1 dsc13da.txt SCHEDULE 13-D/A ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a).* -------------------- (Amendment No. 1)* MDI ENTERTAINMENT, INC. (Name of Issuer) Common Stock, par value $.001 per share --------------------------------------- (Title of Class of Securities) 552685109 --------- (CUSIP Number) C. Gray Bethea, Jr. Scientific Games Corporation 1500 Bluegrass Lakes Parkway Alpharetta, Georgia 30004 (770) 664-3700 -------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 8, 2002 -------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes.) (Continued on following pages) Page 1 of 4 =============================================================================== Page 2 of 4 Pages SCHEDULE 13D CUSIP NO. 552685109 ----------------- - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only). Scientific Games Corporation, Scientific Games Holdings Corp., Scientific Games Finance Corporation, Scientific Games International, Inc. - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 2 (a) [_] The shares of MDI Entertainment, Inc. reported on herein (b) [X] are held by Scientific Games International, Inc., a wholly owned indirect subsidiary of Scientific Games Corporation and of Scientific Games Holdings Corp., and a wholly owned subsidiary of Scientific Games Finance Corporation. - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS (See Instructions) 4 N/A - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [_] 5 N/A - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 0 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 708,333 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 0 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 708,333 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 708,333 - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 (See Instructions) - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 6.3% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (See Instructions) 14 CO - ------------------------------------------------------------------------------ Amendment No. 1 to Schedule 13D of Scientific Games Corporation Respecting the Securities of MDI Entertainment, Inc. This filing constitutes Amendment No. 1 to the Schedule 13D filed by Scientific Games Corporation ("SGC"), Scientific Games Holdings Corp. ("SGHC"), Scientific Games Finance Corporation ("SGFC"), Scientific Games International, Inc. ("SGI") (collectively, SGC, SGHC, SGFC and SGI referred to herein as, "Scientific Games") with respect to the common stock of MDI Entertainment, Inc. ("MDI"). The following items of Schedule 13D are hereby amended: Item 3. Sources and Amount of Funds or Other Consideration. -------------------------------------------------- Scientific Games is filing this Amendment to Schedule 13D as a result of the May 8, 2002 announcement that Scientific Games and MDI mutually terminated negotiations with respect to the previously announced contemplated acquisition of MDI by Scientific Games. A copy of the joint press release issued by Scientific Games and MDI is filed hereto as Exhibit 99.1. Item 4. Purpose of Transaction. ---------------------- Previous Item 4 is deleted in its entirety. Item 7. Material to be Filed as Exhibits. -------------------------------- 99.1 Joint Press Release, dated as of May 8, 2002, by Scientific Games Corporation and MDI Entertainment, Inc. Page 3 of 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: May 13, 2002 SCIENTIFIC GAMES CORPORATION By: Martin E. Schloss -------------------------- Name: Martin E. Schloss Its: Vice President SCIENTIFIC GAMES HOLDINGS CORP. By: Martin E. Schloss -------------------------- Name: Martin E. Schloss Its: Vice President SCIENTIFIC GAMES FINANCE CORPORATION By: Martin E. Schloss -------------------------- Name: Martin E. Schloss Its: Vice President SCIENTIFIC GAMES INTERNATIONAL, INC. By: Martin E. Schloss -------------------------- Name: Martin E. Schloss Its: Vice President Page 4 of 4 EX-99.1 3 dex991.txt JOINT PRESS RELEASE Exhibit 99.1 SCIENTIFIC GAMES AND MDI ENTERTAINMENT MUTUALLY AGREE TO TERMINATE LETTER OF INTENT NEW YORK, MAY 8, 2002, SCIENTIFIC GAMES CORPORATION (NASDAQ: SGMS) AND MDI ENTERTAINMENT, INC. (OTC: LTRY.BB) announced today that they have mutually and amicably terminated negotiations with respect to the previously announced contemplated acquisition of MDI by Scientific Games. The announcement comes in the wake of MDI's announcement of a proposal by International Capital Partners, LLC to purchase 50% of MDI's outstanding common stock not owned by International Capital Partners at $3.30 per share. Scientific Games and MDI continue to work with each other pursuant to their strategic alliance agreement. ABOUT SCIENTIFIC GAMES Scientific Games Corporation is the leading integrated supplier of instant tickets, systems and services to lotteries, and the leading supplier of wagering systems and services to pari-mutuel operators. It is also a licensed pari-mutuel gaming operator in Connecticut and the Netherlands and is a leading supplier of prepaid phone cards to telephone companies. Scientific Games' customers are in the United States and more than 60 other countries. For more information about Scientific Games, please visit our website at www.scientificgames.com. ABOUT MDI ENTERTAINMENT, INC. MDI's services include game and ticket design, merchandise prize fulfillment, management of second-and third-chance draws, fully-staffed customer service, coordination of winner travel & accommodations, advertising and marketing support, consumer research and Internet marketing and advertising. Currently, the company's portfolio of licensed lottery properties includes but is not limited to NBA/National Basketball Association, Betty Boop(TM), Elvis Presley(R), I Love Lucy(R), Magic 8 Ball(R), FIFA World Cup(R) Soccer, Universal Studios Monsters(TM), SPAM(TM), Heroes of Space(TM), Louisville Slugger(R), CMT(R), Wheel of Fortune(R), Jeopardy!(R), Harley-Davidson(R), The Hollywood Sign(R) and Hollywood Walk of Fame(R) Ray Charles(R), Hollywood Squares(R), TABASCO(R), Lionel, and NASCAR(R) race drivers including Jeff Burton(R), Mark Martin(R), Matt Kenseth(R), and Bill Elliott(R). Our website is located at www.mdientertainment.com. SAFE HARBOR This press release includes statements that constitute forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. This information involves risks and uncertainties that could cause actual results to differ materially from the forward-looking statements. For certain information regarding these risks and uncertainties, reference is made to the respective Annual Reports on Form 10-K for the fiscal year ended December 31, 2001 of Scientific Games and MDI Entertainment. -----END PRIVACY-ENHANCED MESSAGE-----